On a rough night, Queen Elizabeth I hangs out with actors

When faced with a dark night of the soul, the powerful often seek the sustenance of subordinates. Such juicy, on-the-cusp moments — real or merely possible — are hard for playwrights to resist. Thus just as "Nixon's Nixon" memorably imagined the disgraced president on the eve of his resignation yakking with Henry Kissinger, and just as some future savvy dramatist may come up with a play about the Blagojevichs talking on the night before the disgraced former governor's sentencing, so Timothy Findley's "Elizabeth Rex" imagines the Virgin Queen the night before the politicized (weren't they all?) beheading of the Earl of Essex, for whom she had a special but, alas, ill-timed and professionally incompatible, affection.

It's 1601 and our pale-faced madam is hanging out with actors, surely better company that Kissinger for anyone's rough night.

In Findley's clever, juicy play, written in 2000 and first produced at the Stratford Festival in Canada just a couple of years before Findley's death, the Lord Chamberlain's Men are conveniently located for that royal purpose in a nearby barn (actors have long been abused), having just finished a command court performance of "Much Ado About Nothing" and finding themselves under a postshow curfew. A performance before the queen actually did take place, the historical record shows, even if the after-party is a figment of Findley's imagination. But the setup remains possible, at least. The house scribe, William Shakespeare, played in Barbara Gaines' lively and happily theatrical production by Kevin Gudahl, is browsing his well-thumbed copy of Plutarch and coming up with some potential dialogue for his upcoming attraction, "Antony and Cleopatra." Various other theatrical types are messing around with props, costumes and the troupe's house bear (as in "exit, pursued by"), which, in a well-met challenge for the Chicago Shakespeare designers, makes several personal appearances.

But although he allows for some back-and-forth riposte between Lizzy and a proud Irish actor very much disinclined to sup with the queen of England, Findley's main interest here is a dying, gay actor named Ned Lowenscroft (Steven Sutcliffe), known for his distinguished performances in skirts, even after the age when the typical male must retire such parts. He is dying from syphilis — which Findlay clearly intends us to see as a metaphor for AIDS — contracted from a man he loves. And although the unlikely willingness of these apparently fearless actors to tell it like it is to this dangerous but oft-romanticized queen is one of the conceits of this play for which one must suspend some disbelief, Ned is inoculated from both deference and expediency by his impending death.

First, Shakespeare and Company try to pull a play's-the-thing "Mousetrap" and persuade the queen to put personal integrity and moral rectitude above political duty (she is not amused). Then Ned makes a deal with Her Majesty, famous for her complex relationship with traditional gender. He'll teach her to mourn the death of her lover like a real, fleshed-out woman, Beatrice-style, if she can teach him how to exit from life's painful stage like a courageous man, with a stoicism for which the queen herself could be proud.

The terms, necessity and resonance of that deal are reiterated at great and circuitous length in Act 2, when the otherwise gripping "Elizabeth Rex" runs out of gas and gets stuck in the same repetitive groove, with diminishing credibility and returns, just as you want it to reach for Stoppardian, prismatic complexity. At that point, alas, the script forgoes the witty sensibility it so carefully established and becomes shrill and, well, a tad tiring in the enthusiasm of its authorial didacticism. The show starts to wear its theme on its sleeve, and one feels pushed from truth, a problem that this production can't fully cure. So that you will have to abide, in the stoic mode of the Earl of Essex.

Nonetheless, one warms throughout to the play's intelligence, passion and moral determination — the stakes for the writer were clearly personal and formidable — and some exceedingly powerful acting in Gaines' deftly forged production mitigates the limitations of the script. In a role she first created some 11 years ago — long before Cate Blanchett essayed her most intriguing highness — the fine Canadian actress Diane D'Aquila is a formidable Queen Elizabeth, at once guttural, riven and wholly cliche-free. It's a strikingly raw and complex performance, ably matched by Sutcliffe, a fellow Canadian star, whose work is similarly complex: warm-blooded, persistent and intensely affecting. The supporting players, including Gudahl as a wry Shakespeare, Torrey Hanson as an aptly irritating Lord Robert Cecil and Brenda Barrie as the queen's bemused but loyal assistant, generously help focus events on the main matter at hand. And, throughout, Gaines uses Daniel Ostling's textured set and Mariann S. Verheyen's unpretentious costumes to paint a careful picture of a moment when the greatest playwright ever to live was just doing the Elizabethan equivalent of hanging out in the bar.

"I wish I were an actor," the queen says at one point, anxious to escape the cost of her responsibilities. "Some say you are," comes the reply from those who work in the theater and understand a double identity when they see one.